Spiderman Xtreme
by theultimatewebhead
Summary: Peter Parker's already complcated life is made worse by a large man in a white coat, who is he, and what connection does he have to Norman Osborn? My retelling of Spiderman, including dozens of Marvel characters. Chapter 3 features the merciless Punisher
1. the Tragic Beginning

Disclaimer: I do not own Spiderman or any marvel related things

I do not collect comics so do not be surprised if certain stories are different, some stories are intended to be different

**Spiderman X-treme**

**Chapter one:** 'The Tragic Beginning'

This story is about a young teenage boy named Peter Parker, an orphan. His mother, Mary Parker, had a part time job at the local store and his father, Richard Parker, was a successful businessman, and although he was loving and kind to his friends and family, he had quite a temper. He and his business partner, Curtis Connors, ran the largest scientific research facility in New York City, Stark Enterprises. The company's founder, Tony Stark, was missing and Parker and Connors were the best for the job, being the highest ranked workers in the facility and close friends of Stark.

At a family reunion, Parker gave his brother, Ben Parker, a job at the facility. He started at a low rank but eventually, mostly thanks to the way Richard talked about him to his co-workers, he got promoted and earned enough money to give his girlfriend, May the wedding she deserved, then several months later, Richard and Mary got married too. Then began the tragedy of Richard Parker's life. He and Connors were trying to create grappling devices, which allowed you attach the line of rope that shot out to a building, and then start swinging from building to building. Unfortunately, the device proved dangerous and uncontrollable, as well as a strain on one's arm, and Richard himself broke his leg while trying them out.

Because of that failure, Stark Enterprises was almost out of business, which added more stress to Richard's life since he was now supporting himself, his wife, and their new born son, Peter. Richard was working so hard he didn't even have time to see his son's birth, and Stark Enterprises became the second best research facility in town. Thanks to the newcomers. A stern ruthless man named Norman Osborn, a man who had to raise his new born son Harry alone, and his colleague, Walter Hardy, who had a loving daughter and wife, with their company. Oscorp. Their inventions were amazing, even compared with Tony Stark's own incredible inventions; they mostly specialized in weaponry, which helped to end wars. As well as start them.

Richard worked constantly on an invention that would get Stark Enterprises back on top, he found a prototype suit of armour made by Stark, and used the laser technology it contained to create an indestructible tank, with laser guns facing every direction. But Richard tried to test the tank's limit; he placed a bomb on the tanks surface, and retreated to what he thought would be a safe distance, Mary, now carrying Richard's second child, had been wondering where her husband was, so she took Peter and went to Richard's lab, thinking he was working late. She put Peter in a small nursery outside the lab and went inside. Peter saw a spider running along the wall and crawled along the floor after it. Richard detonated the bomb just as Mary walked in, the tank exploded and half the building was destroyed in the laser blast. The wall with the spider on it collapsed, and Peter fell down, landing through the roof of a young couple's convertible. His parents were much less lucky. Richard's mangled corpse was found later by the police, but Mary was gone, along with her unborn baby. She was thought to have been completely destroyed in the powerful blast.

The couple took Peter to the police, and they found that his only living relatives were on vacation. After Walter Hardy heard about the incident, he felt that if Oscorp was never founded then Richard wouldn't have killed himself, he shared this with Norman Osborn, but Norman ignored him, so Walter resigned from Oscorp. He got another job, which paid well, and left Peter with his wife, Lydia, and his daughter, Felicia. Peter and Felicia became good friends, even after Ben and May came back to New York, their friendship remained strong. Stark Enterprises was buried, Curtis Connors went into teaching, and Ben got stuck with a low paying job at Oscorp. Now this story moves into the future. To Peter Parker's teenage years. And the accident that will change his life.

* * *

Peter ran as the school bus rounded the corner, his broken glasses almost falling off his nose. On the bus, a huge boy in a football shirt with short blonde hair was laughing so hard he was spraying spit all over the girl in front of him "Looks like Puny Parker missed the bus again" he managed to shout out as he high-fived one of his friends. Felicia twirled her head and looked at Harry rolling her blue eyes and flicking her enormously long blonde hair "I can't believe how Flash still finds it funny"

"Hey simple things entertain simple minds" Harry chortled

"OK Harry, you know what to do" Felicia sighed as she sank back into her seat

"Oh no, last time I did that I got in deep trouble with my dad, not to mention what Flash did!" he shuddered

"Come on Harry, you know Peter can't have his uncle drive him to school"

"And why not?" Harry replied confidently

"Because he doesn't have a car doofus, now push that button!"

"OK, but this is the last time!" Harry said as he punched the emergency stop button, the bus driver stomped on the brake and the huge kid, Flash Thompson, who for some reason was trying to balance a banana on his fat blonde head, was sent flying down the aisle, with his head facing the back of the bus, where Harry still had his hand on the button "Osborn!" he growled as he stood up and grabbed Harry by the scruff of the neck "Why I oughta…"

"Stop right there young man!" the plump bus driver lifted himself out of his seat, with a jam donut in his hand "There shall be no fighting on the school bus" Flash threw Harry back into his seat and turned sharply, knocking into the driver, and splattering the jam donut over his shirt "Oops!" Flash said as the driver yelled at Flash for ruining his new shirt, Peter sneaked onto the bus

"Thanks Harry" Peter gasped as he fell into a seat took a sandwich out of his bag

"Yeah, whatever, but now you owe me 4 birthday presents, 2 Christmas cards and a pizza... but that sandwich might cover it" he said as he took Peter's sandwich out of his hand and shoved it in his mouth. "But I'll still want the pizza" he gargled

"Harry don't talk with your mouth full" Peter laughed

* * *

By the time the driver had finally finished yelling at Flash they got to school late, so they missed half of their first lesson, they ran off the bus and Peter headed off to chemistry while Felicia went to Biology and Harry went to Gym. Peter peeked through the door of his class and saw that the class were doing an experiment, so with all the noise he could easily get in. His teacher was Dr Curtis Connors, the same man who once worked with his father; he was standing at the front of the class giving instructions to everyone and since the class was huge no-one noticed Peter coming in. He crept up to his desk and sat down next to his science partner Ben Reilly "So why you late today Pete?" Ben said as he poured a green liquid into a beaker, Peter looked up and thought he was looking into a mirror, he had never gotten over the fact that he and Ben looked so much alike, the main difference being Peter having brown hair and brown eyes and Ben having blonde hair and blue eyes, but they still looked unnervingly alike. Peter told him about the incident on the bus and Ben laughed loudly, but still not loud enough for anyone to notice over the roar of the class. Ben told Peter about the experiment, Peter easily caught on and was ahead of most of the class despite being half an hour late.

* * *

At Lunch Peter sat down on a table in the corner, next to Harry and Felecia, they talked for a while until Ben came over with another kid "He's a new kid in my class" Ben said in response to them looking at his friend "His name's Max Dillon" Max smiles a little and looks away from the others "He's a little shy" Ben whispered to the others as Max hid behind his homework and began to finish it. Max's eyes were red and sore, he had messy shoulder length blonde hair and a few cuts and bruises on his face, and probably a few on the rest of his body. Ben shoved his face into his food, it seemed like he swallowed food whole instead of even chewing it

"Hungry huh?" Felicia glances at him. Ben stops shovelling and swallows a large amount of chips

"I gotta hurry; I'm helping Doc Connors with an experiment" he shoves a sandwich into his mouth "Pet, ant woo gong doo?"

"What the hell?" Felicia replies as Ben takes another large swallow

"I said, 'Pete aren't you going too?'" Peter choked on his drink

"Oh damn, I nearly forgot, thanks Ben" He chucked the rest of his lunch in his bag "Guess I'll have to finish this later" Peter and Ben ran towards the science lab, leaving Felicia and Harry alone with Max "So… Max" Harry says slowly "So you like... stuff?" Max looks up briefly then returns to hiding behind his books

* * *

Dr Connors was staring into a tank filled with two large chameleons, there were several more tanks around the lab containing various different lizards, even one containing a small alligator, Peter and Ben walked into the room, and Dr Connors looked up grinning

"Hurry up boys! I think I've made a major break through here" the pair walked over to the chameleon tank as Dr Connors picked up an injection needle

"I've managed to seriously alter the chameleon's DNA, you know how they sometimes change colour to blend in with their backgrounds, well…" he picked one of the lizards up and stuck the needle into it, then returned it to the tank "… just watch this" he picked up a piece of orange card and placed it behind the two chameleons, the normal one stayed green, but the other instantly became the same colour as the card, making it almost invisible apart from it's shadow, the Dr then walked to another tank and picked up the alligator then carried it next to the chameleon tank

"But this is where it really gets amazing" he put the alligator on the counter where to chameleon could see it, and after a pause of two seconds, the chameleon's skin turned from orange to green, it appeared to have teeth pointing out of it's mouth, and it's tail seemed to shrink, Peter and Ben just stared in awe as the chameleon eventually stopped, and looked exactly like a smaller version of the alligator

"Well boys, what do you think of that?" Dr Connors asked

"Wow" Peter said quietly, Dr Connors grinned

"I thought you might say that"

* * *

Later that day, Harry walked into his house, or his palace as Peter often called it. He heard a voice coming from his father's office, and although Harry knew that his dad hated him listening in on his meetings, he couldn't resist, he crept up the stairs and hid behind the banisters, looking into the office, his usual hiding place. It was strange that in a house with a wide screen TV, an indoor swimming pool and a bowling alley, Harry still had nothing better to do than eavesdrop on his father's business meetings, he heard his father shouting at a man who was just out of view

"… I told you I wanted the shipment last week, what's taking you so long? With all your connections it should be easy!" Norman Osborn, owner of Oscorp and Harry's dad, was a short red haired man, his face was clean shaven and he was, as usual, wearing his favourite green jacket over a white shirt, which was tucked in his freshly ironed trousers, his appearance was always perfect, even if he was ill in bed he would still probably wear a suit. The other man in the office made his reply

"I'm afraid, Mr Osborn, that the material you require is not only very valuable, but very hard to get hold of" his voice was deep and booming, but still calm, as opposed to Norman's bitter and angry voice, the man continued "I'm afraid that it could take another week, but if you give me a little extra payment, I could send my very best employees to get it in two days at the most "

"Oh no Wilson, you're not pulling that trick again! I've seen your best employees, Shultz and Sytsevich, and both of them act like they're mentally insane! They get the job done quickly, but they cause too much damage, and I don't want their robberies to be linked to me in anyway!" Harry's eyes widened, was his father hiring criminals?

"Alright then, how about a new associate of mine? He was one of your workers of the glider's mechanics and the hand held explosives; he has used his knowledge to create weapons to stop anyone who gets in his way, including 'Pumpkin Bombs' and the 'Goblin Glider'…"

"Goblin?" Norman butted in rudely

"Yes. It goes with his codename and costume, a mask with yellow skin an bright red eyes, and an orange hooded cape, gloves and boots, along with strong blue armour underneath it all"

"And his name?" Norman demands

"He calls himself the Hobgoblin. He hasn't told me his true name and frankly I don't care, but he gets the job done better than Shultz and Sytsevich combined"

"Alright then" Norman relaxes in his chair "As long as he doesn't smash through the wall and start firing at everyone, last time Shultz did that in one of my laboratories!"

"Don't worry, the red eyes are made from the same jewel as in my staff, and they are useful for hypnotism, he can wipe the minds of anyone who sees him"

"Very well then Wilson" Harry saw his father take out a briefcase from inside his desk and gave it to the man, who began to walk out, Harry ran down the stairs quietly, and then ran outside as quickly as possible, finally jumping behind a bush, he heard footsteps coming from the path leading to the house and stuck his head through it, he then caught his first glimpse of the man.

He was huge; he had meaty hands the size of tennis rackets, and was about twice Harry's size, his feet were like two drums, thumping along the ground, he had a shiny bald head and a spotless white jacket, with a blue neck scarf poking out of the top, his head was small in comparison with his chest, which was as big as a pregnant woman's stomach, in his right hand he held a ruby encrusted staff, that looked like a pencil in his giant paw. Harry grabbed his cell phone out of his pocket and took a picture of the man, he was sure that Felicia would know who he was. The giant man continued to thunder down the path, eventually walking into a helicopter parked next to the house, Harry took another picture and the helicopter flew away, it was obviously designed specially for the man as a normal helicopter would have snapped in half under the man's weight. Harry got out his phone again and put the two pictures into text messages, accompanied by the name 'Wilson' and a message asking who he was, he sent it to Peter, Felicia and Ben, then looked to see if the coast was clear, and sneaked back into the house

* * *

The helicopter landed in a building that could only be described as a fortress, as Wilson Fisk, the Kingpin stomped out of it and bellowed

"Hobgoblin!" his voice had lost its calm and soothing tone, and was now rough and deeper; a lanky man in a yellow, orange and blue costume flew in on a small glider

"What d'ya need boss?" a high pitched voice squeaked from behind the revolting mask

"Osborn has decided to give us more payment, I need you to get the goods and take them to this location" he handed Hobgoblin a map, Hobgoblin nodded as a grin spread across his face, he threw what looked like a pumpkin shaped fireball at the skylight, it exploded and he soared out of it, cackling evilly. The Kingpin of crime watched the flying lunatic leave, then sat down at his large desk and began to laugh to himself

"That fool Osborn obviously has no idea what he is buying, if he did he would never had paid me so much money for it" he began to toy with a Rubik's cube, struggling with his giant fingers "Oh well, soon he will have what he wants, and hopefully, someday soon" he snapped the Rubik's cube in two "he will be out of my way at last"

**Next Chapter: "With Great Power"**


	2. With Great Power

Disclaimer: I do not own Spiderman or any marvel related things

I do not collect comics so do not be surprised if certain stories are different, some stories are intended to be different

Sorry it took so long but I'm busy with school work and stuff, the next few chapters should be out more quickly

**Spiderman X-treme**

**Chapter Two:** 'With Great Power'

Later that evening, Peter, Harry and Ben were all at Felicia's house, where Felicia had found some information about Wilson Fisk.

"First of all I asked my dad" she said while typing on her computer "He's an accountant for Fisk Enterprises, and he says that Wilson Fisk owns the company" she clicked on an image on the computer screen "And this picture basically confirms that he's the guy you saw Harry" a larger image came up, showing the large man sitting at his desk.

"Yeah that's the guy" Harry nodded as Felicia typed in more onto her computer

"So what do Fisk Enterprises do?" Peter asked

"A lot of things," Felicia answered "most notably they supply chemicals and materials to other major companies such as Stark Enterprises and Oscorp." She began to read from a page on her computer "Check this out, 'Recently Tony Stark stopped ordering materials from Fisk; he refused to say why, telling the press that no-one would believe him anyway'" She looked at Harry "This proves that Fisk is a criminal, why else would someone like Tony Stark stop ordering from him? It just backs up what Harry overheard" Ben didn't seem convinced

"Well that isn't really enough evidence to prove anything; can't you hack into his personal computer or something?"

"Yes, I might as well do that now" Felicia answered

"Wait a minute!" Ben exclaimed "How can you do that?"

"My dad. He usually has to bring work home on a CD to do stuff at home" Felicia swivelled her chair to face Ben "I put a specialised virus that I created in the disc, when he put in back into his computer at work the virus would hack into the entire database and give me anything I want to know. Everyone who works there, their families, hobbies, friends and a file containing a lot of their personal details; As well as access to the things to do with the work, like business schedules, and access to Fisk's personal computer"

Ben stared in awe "How do you make something like that?"

Felicia grinned mischievously and continued typing on the computer for a few minutes "Got it. I checked this out earlier and Fisk's computer contains more information of his workers, check out this guy" she clicked on a file and photograph of a man wearing a fluffy looking yellow and red costume appeared along with a lot of writing on him

"Why is he wearing a pillow case?" Peter snorted

"Well if you waited for me to speak then you'd know!" Felicia snapped "Anyway, this guy's real name is Herman Shultz, single, no children and no divorces or marriages. He started working with Fisk seven years ago, with the job of delivering materials to clients, he was soon promoted to having the job of getting the materials, obviously that means stealing the materials, and a personal body guard to Fisk. He called himself the Shocker and created the suit…"

"…Pillow case" Peter corrected

"Alright," Felicia sighed "he created the… Pillow case, to protect himself from shockwaves that were emitted from his wrist gauntlets, which can create vibrations in the air strong enough to blow a hole through a steel door"

Harry whistled "Holy shi…"

"His partner in crime," Felicia interrupted "is named Aleksei Sytsevich, a Russian who is extremely strong. Used to be a Circus strongman, but a man named Fred Dukes came to the circus and took Aleksei's job. Now he's a bodyguard for the Kingpin and the partner of the Shocker"

"Anything that proves they're thieves?" Harry asked

"No conclusive proof, only… Huh… didn't notice this guy before, his name's Benjamin Lester, and his job is…" Felicia froze

"What?" Harry asked "What's his job?"

Felicia gulped and continued quietly "…His job is… Assassin"

"Wait a minute" Peter squinted at the screen "Why is the mouse moving by itself?"

Felicia jumped and pressed a button on the keyboard, all the pages she had visited started coming out of the printer "Fisk must have found out we're on his computer! By now he's probably found out that we've hacked into his database, and with all the computer geniuses that work there, he's probably worked out where we are!" she grabbed the papers that had printed and turned her computer off "We need to get these to the police station, then they will have enough proof t take down Fisk!" Felicia runs out of the room, and the boys scramble out of the door after her, Felicia lead them to her mom's car

"Whoa! Hold on a minute, you don't have a driver's license!" Peter exclaimed

"Well do you want to walk?" Felicia said as she started up the car

"Fair point" Peter shrugged and leapt into the passenger seat.

* * *

A few minutes later Peter was regretting getting in the car, Felicia said her father had been teaching her how to drive, but he obviously wasn't a very good teacher. Peter and Ben felt like they were going to throw up, unlike Harry. He'd already thrown up. The car swerved round a sharp corner and almost tipped onto its side, but as Felicia reached the end of the street a man stood in the middle of the road, he was wearing a red and yellow padded costume and glove gauntlets.

"Isn't that the pillow case guy?" Peter managed to blurt out before covering his mouth to stop himself throwing up. Felicia's eyes widened as the Shocker raised his gauntlets

"Everybody out!" she yelled

"With pleasure!" Peter and Ben yelled in unison as they dived out of the car, Felicia followed suit and the three of them ran away from the car, until Peter realised something

"Where's Harry?" he asked, as they turned their heads in the direction of the car, Harry was hammering on his seat belt buckle, but it was jammed and he couldn't get out.

"We gotta help him!" Ben yelled as he ran back to the car, but as soon as he started running, they were out of time. Shocker pulled a trigger on his gloves and sent a shockwave hurtling towards the car, Harry screamed as the shockwave hit the car, sending it flying into the air in a huge fireball. Felicia shrieked and Peter's head turned towards the Shocker, but he was gone. Ben ran towards the wreckage as it hit the ground and tried to find Harry, Felicia fell to her knees crying hysterically, and Peter just stared at the wreckage, his mouth open in terror. While all this was happening, the papers containing information on Wilson Fisk were in the car next to Harry, but they were burnt and destroyed, like Harry himself.

* * *

The next day Peter jerked awake, he quickly closed his eyes again and thought to himself _"Please say yesterday was a dream"_ he opened his eyes to see his best friend in a hospital bed with a respirator, he had serious burns all over his body and his head was twisted due to the shockwaves smashing into his skull _"Guess it wasn't a dream" _Peter thought, he looked around and realised he had been sleeping on a seat next to Harry's bed. The bed had some flowers on the end and some get well soon cards on the table next to it, Peter rubbed his eyes to try and get himself awake and the door opened, Felicia walked in and sat down next to Peter

"Have you been here all night?" she asked, obviously trying to hold back tears

"Yeah" Peter croaked, he had been crying last night and his throat was still sore from it. Felicia nodded and opened her mouth to say something, but was stopped when Norman Osborn smashed the door open; he looked at his son and tears came to his eyes, soon to be replaced with a look of anger

"What did you do to my son?" Norman yelled at Peter

"What do you mean?" Peter replied, normally Norman was quite nice to Peter, but he seemed to be blaming him for what happened

"It's your fault my son is like this! You left him in that car to die!" Norman said, tears leaking from his hateful eyes

"Why would we do that?" Felicia shouted back "Harry's our friend! We wouldn't leave him like that on purpose!"

"Well even if you didn't leave him there," Norman replied, his voice getting louder "You still couldn't keep your noses out of Wilson Fisk's business! Wilson does what he has to do, to be successful you have to hire a few people like the Shocker…"

"But the Shocker's the one that did this!" Peter yelled back. Norman froze.

"But… why would Wilson…" the anger was gone from his face, but quickly returned as he ran out of the door. Ben walked into the room with bandages on my hands.

"I can't believe I have to wear these for two weeks, I know my hands are scratched from the wreckage but they're not that bad." he looked up "What's up with you guys?"

Felicia gulped back tears and said "I've got to go, see you guys later" she walked out of the room and started crying once she had left. Ben looked at Peter questioningly

"Harry's dad blames us for what happened" Peter said in reply before yawning loudly

"You should go home and get some rest Pete" Ben advised, Peter nodded and walked out of the hospital. While walking home he bought a copy of the Daily Bugle, on the front page was a picture of the Liberty Legion, a superhero team which dated back to World War Two, and was now New York's resident superhero team. The headline said "EVEN SUPERHEROES MAKE MISTAKES" and there was a small picture in the corner of Harry being carried away on a stretcher, J Jonah Jameson, the owner of the Daily Bugle newspaper company, seemed to dislike superheroes, and tried to discredit them whenever he could. The article read: "If superheroes are meant to save us, why couldn't they save Harry Osborn? The villain who attacked this young man is still at large, and the Liberty Legion seems to be doing nothing about it. The whole team is a bunch of old has-beens…" the article continued, insulting the various superheroes. It called the Whizzer a drug addict, Miss America a ninety year old prostitute, the Thin Man simply an anorexic, and Patriot, the team's leader, was called a lot of different names. There was a mention of the fifth team member, Jack Frost at the end, saying that he was too unpopular to be a garbage man. He smirked at the last comment and turned the page to see a gruesome image of Harry being carried into an ambulance. Peter quickly put the paper in a trash can and held back tears.

* * *

"Fisk!" Norman stormed into Wilson Fisk's office

"Norman," Wilson replied in his deep but calm voice "a pleasure as always…"

"I don't have time for this Wilson!" Norman yelled, his voice even louder than usual "One of your hired hit-men attacked my son!"

"I don't know what you're…" Wilson tried to answer but was interrupted

"Don't lie to me Wilson, it was caught on camera! Your trusted employee Shultz attacked him and his friends, so don't try your lies with me! Everyone knows you're the one who sent him, who else but the Kingpin of crime would attack some harmless kids?!"

Wilson, or the Kingpin as he was nicknamed, said nothing for a few seconds, when he spoke again his voice had lost it's calm, soothing tone and was replaced with his harsh voice

"Alright Norman. Here's the truth. Those 'harmless kids' were hacking into my personal computer, so instead of calling the police I simply told Shocker to make sure they were punished. Severely"

"But Wilson you almost killed them!" Norman exclaimed

"I don't care" all the emotion had gone from Kingpin's voice "The attack cannot be linked to me, since no-one knows that Shocker and I are associated. Those kids will have learnt their lesson"

"Don't you even care that you…"

"No" Kingpin's eyes narrowed "Since I have already agreed to get the chemicals for your current project and the fact that Hobgoblin tells me that he already has them, I will give you the materials for your project. But as soon as that project is finished, Fisk Enterprises will no longer supply you with materials, money, or anything else." Norman stared at Kingpin, speechless "The door is over there Mr Osborn."

* * *

Peter walked into his house and sat down at the dinner table. Uncle Ben walked in with a copy of the paper chuckling

"That Jameson doesn't know what he's talking about" he looked at Peter and his voice became comforting and serious "How's Harry?" Peter tried to talk but his voice had gone, so instead he shook his head and stared at his feet. Ben walked over and put his arm around him "It's Ok Peter, I know how you feel. When your parents died I was upset. But you should be happy, Harry isn't dead, and knowing that boy he'll probably be up and healthy in a couple of days" Peter rubbed his eyes and smiled

"Thanks Uncle Ben" Ben smiled back and handed Peter a piece of toast.

* * *

A couple of hours later Peter knocked on Doctor Connors door, Connors turned around

"Ah Peter! Come to check on out little experiments have you?" he rubbed his hands together eagerly. Peter looked around and saw Ben sitting on a stool next to a spider tank

"Doctor Connors what's this one?" Ben asked, pointing at a large spider the same size as a tarantula but with a thinner build.

"That's another experiment" Connors said carelessly "Special spider I created by inter-breeding and genetic enhancement" Peter looked across the room to see another kid from his class sitting next to a scorpion tank

"Mack? Why are you here?" Mack looked up at Peter and grunted

"He's got this instead of detention Peter" Connors explained, Peter went to look at the spider with Ben, Connors noticed their interest and took it out of the tank, he handed it to Ben who started examining it.

"Don't worry its harmless" Connors said while walking over to the lizard tank, it contained several different lizards now, including a chameleon and a baby alligator. The spider became overexcited and jumped out of Ben's hands.

* * *

In a building near Fisk Towers, a wrinkled old man was standing by his window

"Soon you'll pay Osborn" the man was named Adrian Toomes, he had recently been fired by Norman Osborn because he was getting too old, his room was full with decorative, stuffed, dead animals, along with stuffed birds hanging from the ceiling. Toomes turned around as someone knocked on his door

"Enter" The door opened slowly and a strange looking muscular man walked into the room, he had slick black hair and bead and wore a camouflage suit, he was carrying a huge crate.

"Where do you want it?" he spoke in a smooth Russian accent

"Just put it there Sergei" Toomes replied

"So Adrian" Sergei said smoothly as he opened the crate to reveal more dead animals "I hear you want revenge on a Mr Osborn"

"That's correct" Adrian said turning around to continue staring out of the window. Sergei grinned and unsheathed a dagger from his belt

"I'm afraid that Osborn is my employer, and he doesn't have time for your meddling. He'd like you out of the way" as Sergei started running over to Toomes, a huge hulking man charged into the room and punched Sergei in the stomach

"And my employer doesn't want you to harm Toomes" the man grunted in his gruff Russian accent. Sergei struggled to his feet but got knocked down again by the huge man "My name is Aleksei" he grabbed Sergei by his neck "And that's the last name you'll ever hear"

* * *

"I can't believe I crashed the bus into a zoo!" Peter's bus driver Hubert Carpenter was scratching his head as he looked as his bus; it was lodged inside the dead body of a walrus "This is gonna be hard to get out" he said as he walked over to the walrus and started trying to pull it off the front of the bus. Meanwhile a kangaroo hopped out of the huge holes Hubert had made while driving the bus through the zoo's exhibits, along with several other animals.

* * *

Max Dillon was in his father's room, he had bruises all over his body and his nose was bleeding, his father picked him up by the scruff of the neck and threw him onto the landing, Max crawled into his room and hugged his legs to his chest. He started crying for a few minutes then realised what his father would do if he caught him crying and stopped. He crawled over to his desk and started fiddling with his lamp.

* * *

Felicia Hardy was at her house, typing up some homework on the computer, her black and white cat, Mittens, leapt into her lap and she started stroking him.

* * *

"Give it up Goblin" the Liberty Legion were standing over Hobgoblin, who cowered before them, covering his face with his hands

"Please don't hurt me" he squawked in terror

"Oh we wouldn't dream of it Hobby" Miss America grinned as she cracked her knuckles

"Just hand it over" Patriot said threateningly. Hobgoblin started to make crying noises, Patriot walked up to him, ready to attack. Suddenly, Hobgoblin pointed at Patriot with a cackle, as electricity shot from his gloves, knocking Patriot to the ground. He threw a pumpkin shaped bomb at the others and leapt onto his glider, the heroes ran away from the bomb as it exploded and destroyed a portion of the roof they were standing on. Patriot got back to his feet and saw Hobgoblin escaping, Jack Frost shot into the air as Thin Man folded himself until he became a paper aeroplane shape and flew off after the goblin. Whizzer jumped off the building and started running after him, while Miss America grabbed Patriot's hands and flew away carrying him.

* * *

John Jameson, teenage son of J Jonah Jameson and classmate of Peter Parker was walking through the park with his Australian friend, Frank Oliver. They found a wall and pulled out some spray cans and started spraying graffiti on it. Frank took out a cigarette and started smoking it. There was a thundering noise, and John looked to his left. He dropped the spray can and ran; Frank looked to the left also, and saw a stampede of several different zoo animals. He ran after John

"Wait up mate!"

* * *

Miss America swung Patriot around and sent him flying in the direction of the Hobgoblin, Patriot landed on the glider but slipped, ending up with just his hands gripping onto the back of the glider, the flame coming out of the back of the glider was burning his chest. Hobgoblin cackled as he tosses a bomb at Patriot, who let go of the glider, grabbed the bomb and threw it back again. The Hobgoblin looked surprised as the bomb exploded in his face, knocking him off the glider. As the goblin and Patriot fell together they started fighting, eventually the goblin kicked Patriot in the chest and spread his cape out so it became a parachute. As goblin floated to the ground the Whizzer ran up a building and leaped into the air, shooting straight through the Hobgoblin's cape. Hobgoblin crashed to the ground as Miss America caught Patriot. The Liberty Legion gathered around Hobgoblin

"Give us the chemicals goblin" Patriot said sternly. Hobgoblin looked around and saw he was outnumbered, but still his hand shot to his left to get a pumpkin bomb out of his bag. But the bag wasn't there; Hobgoblin looked to the sky to see that all his pumpkin bombs were on his glider, which was spiralling out of control

"He said give us the chemicals" Miss America shouted, Hobgoblin jumped when she spoke, but his insane grin soon returned to his face

"Up there" Hobgoblin cackled, pointing to the glider "The chemicals are in the glider, and remember they are extremely flammable" Thin Man stretched into the air to try and reach the glider but was too late. The glider collided with a building and detonated the bombs. The chemicals reacted with the flames and created an explosion. The size of the whole city. The explosion gave off a green gas which was so strong it knocked everyone nearby off their feet, but it seemed to have no lasting effects. To most people anyway.

* * *

Morris Bench was at a local indoor swimming pool, he was jumping up and down on the diving board when the green gas smashed in through the windows and surrounded him, the other people in the pool struggled to climb out as Morris lost his balance and fell from the diving board. He inhaled deeply before he hit the water and the gas shot through his lungs and into his blood stream, within one second Morris was full of radiation and started to glow green. He splashed into the water and the water began seeping through his radioactive skin, reacting with his blood and slowly transforming Morris into water. A scream echoed throughout the building as Morris finished transforming.

* * *

John Jameson and his friend Frank were still running from the stampede of animals. Frank tripped over and John turned around to help him, then John saw the explosion. He was too shocked by the sight of it to notice the wolf running straight for him, as the gas collided with the animals and the two boys the wolf bit John in the leg. The same radiation that had transformed Morris bench got into John and Frank, and the wolf's DNA merged with John, while a kangaroo collapsed on top of Frank and did the same. The rest of the animals were unaffected by the gas and continued running, but John and Frank started undergoing a horrifying transformation.

* * *

Max Dillon eventually turned on his lamp, but while doing so the gas burst through his open window into his room. The gas destroyed the lamp and while Max's body began to fill with radiation he was shocked by the lamp. Electricity coursed through his veins as he too began to transform.

* * *

Sergei kicked Aleksei in the gut causing him to let go, he picked up his knife and hurled it at Aleksei, but it was stopped by his armoured vest, he picked it up and tossed it to Toomes. Aleksei charged at Sergei, knocking the both of them into some of the dead animals. Aleksei ripped the horn off a dead rhino and tried to stab Sergei, who jumped out of the way. Aleksei picked up the rest of the rhino and held it above his shoulders; he carried it over to Sergei and got ready to crush him with it. At that moment, the gas shook the whole room and thundered in through the windows. The birds hanging from the ceiling were sent hurtling towards the ground, while Sergei was knocked off his feet and landed on top of a lion. Aleksei stood his ground, but suddenly fell to his knees in pain, as the rhino's DNA shot through his body, a giant horn started to rip through his skull, and he grew several inches taller. Sergei fell unconscious as the lion DNA started to change him too, he began to grow a mane of bushy black hair and his teeth and nails became sharpened. Meanwhile Toomes was hit on the head by one of the falling birds, a vulture. He found himself becoming lighter than usual and his nose and mouth merged into a sharp beak, his hands and feet turned into talons and feathers sprouted from his arms, creating gigantic wings.

* * *

Felicia was hit by the radiation when stroking her cat. And as their DNA also began to merge, Felicia's hair started to turn white and claws shot out of her fingernails. Her teeth were sharpened to a point as she writhed on the floor.

* * *

Hubert Carpenter's flabby body was filled with radiation, as his DNA began to merge with the walrus he became even more fat than usual, and two of his teeth grew until they were the size of two carrots.

* * *

"I can do this" Flint Marko said to himself as he tied his shoes. He was outside Empire State University, and he was practicing the long jump, a sport which he was very good at. But recently a new foreign kid named Mortimer Toynbee had started going to ESU, he was good at long jump too, and despite the fact that Mortimer was a complete loser, he was still considered to be better than Flint by most people. Being good at long jump was the only thing that gave Flint his 'cool kid' status, and if his status as best at long jump was taken away by a loser like Toynbee, then that would also get rid of his 'cool' status. Flint was so busy concentrating on the long jump track that he didn't notice the huge cloud of green gas coming his way. As Flint started running down the track, the gas started to catch up to him. And when Flint took the final two steps the gas shot towards him, Flint jumped into the air as the gas shot into his blood stream and radiated him. He collapsed in the sand and started to sink into it, and Flint started to merge with the sand, his skin, organs, muscles, flesh, everything changed into sand as Flint sunk into the pit.

* * *

While Flint was mutating, the rest of ESU began to fill up with gas. In Dr Connors' lab, Peter and Ben were trying to catch the spider without the others realising that Ben had dropped it. Mack was holding the scorpion in his hands, and Dr Connors was looking at the various lizards, both of them oblivious to what Peter and Ben were doing. Peter and Ben both grabbed the spider at the same time. Suddenly, the gas came into the room. It blew the door off which flew towards Dr Connors, knocking him out cold and causing him to accidentally smash the lizard tank. The lizards came pouring out and landed on top of Connors, as he began to radiate and the DNA of all the lizards were transferred to his body. The radiation affected Mack too as the scorpion DNA merged with his. Peter and Ben were unaffected, but the spider wasn't. It began to glow green, but the radiation was too much for the spider. It struggled to get free and bit Ben, who collapsed to the ground as the radioactive spider DNA was transferred to him. But the spider was still full of radiation; it quickly climbed onto Peter's arm and bit him too, finally getting rid of all the radiation. Peter also collapsed as the DNA changed him too, although there were no physical changes to either of the boys, they would soon discover that they had gained great powers. And that with great power, comes great responsibility.

**Next Chapter: "Comes Great Responsibility"**


	3. Comes Great Responsibility

Disclaimer: I do not own Spiderman or any marvel related things. Although I did make up Robert Hurley

The whole purpose of these stories is that they are supposed to be different to the comics

And I'm really slow at updating so sorry about that

**Spiderman X-treme**

**Chapter Three:** 'Comes Great Responsibility'

Robert Hurley's the name. I just started working for the Kingpin of crime, the big man himself, Wilson Fisk. He hired me to keep an eye on the gangs in the Kingpin's territory. That's just about every gang in New York. I gotta make sure they paid their protection money, didn't go against the Kingpin, and other crap like that. It was a dangerous job, since most gangsters are murderous lunatics who'd kill me if they found out he was spying on them. Right now I'm with some of the Yancy Street Gang, calling myself Joey the Jailbird; we're playing poker, big surprise.

I ain't scared of any superheroes busting in. The Kingpin could bust me out of jail in his sleep, and I sure can take a beating. I glanced at the guy opposite me then looked back down. Then I looked back up again. Now I'm scared. I was sure... out of the corner of my eye... I'd seen... a skull... a white skull, standing out from the shadows. But it was gone now. I continued to play cards until the guy next to me gasped and fell onto the table, I was gonna look at the guy's cards while I had the chance, until I noticed the knife in the guy's back. I spun around quick and saw it again. The skull. But it was accompanied by a face. A face covered with sweat, and eyes narrowed so much he looked like he had his eyes closed. This guy was tough; he seemed so cold and unforgiving, even though I didn't even know him. The guy looked straight me as I realised who it was "Punisher..." I whispered in fear as the Punisher grabbed me by the neck and threw me behind him, then opened fire on the other guys killing two of them but missing the rest, one guy took out a gun, but the Punisher kicked it out of his hand, breaking his wrist, then elbowed him hard in the top of his spine as he screamed in pain. He killed the guy with his bare hands. Well, he used his foot and elbow, not his hands, but you get the picture, this guy was good. He took out a knife and threw it at another guy, hitting him straight in the windpipe. He shot the rest of them in the legs and tossed a gas grenade on the ground, then grabbed me and dragged me out of the building, took the lighter from my pocket lit it and tossed it into the building. The warehouse exploded. He grabbed me and held me up against a wall. I would have wet my pants right there if I hadn't already done it when he started shooting people. He spoke in this cold voice that made my hair stand on end "You're gonna tell me everything you know about the Kingpin. Got it?" his face didn't change expression at all, and I gulped as I started to spill the beans on the Kingpin.

* * *

An hour later the police showed up at the warehouse. Hurley was hanging from a streetlamp by his neck. Tied there by his own shoes. The police weren't looking at the body however. They were looking at the huge cloud of gas engulfing half the city.

* * *

"What happened?" Miss America struggled to her feet, coughing violently

"Hobgoblin got away; with all the chemicals he had left" Patriot helped Jack Frost to his feet "I don't know what that gas did, but I got a bad feeling about it. All we know about the gas is that is can alter genetics if used correctly, make a guy stronger, or just mess up his DNA"

"So you mean that gas could have released some huge disease on the whole city?" Whizzer asked nervously

"Maybe" Patriot sighed

"Man do we suck!" Jack Frost coughed

* * *

Hobgoblin cackled as he dropped the chemicals off in Norman Osborn's office, then soared back out of the window. Several minutes later, Norman walked into his office; he saw the chemicals, packed up in a metal container. He picked it up and anger flared in his eyes "I'll show that Fisk that he can't just attack my son. He'll pay for his treachery" he carried the metal canister downstairs and into his lab. "Dr Stromm!" a balding fat man with glasses hurried to Norman's side

"Yes Mr Osborn sir?" he panted, sweating profusely despite only running a few metres

"Prepare the machine, now we have everything that we need" Norman handed Stromm the chemicals

"But I thought Mr Fisk was going to be here…" Stromm questioned "I thought he wanted to watch the process…"

"JUST PREPARE THE DAMNED MACHINE!" Norman bellowed, causing Stromm to panic and almost drop the chemicals

"Ye… Yes sir!" Stromm hurried away to a large glass chamber and started turning on the various devices. Norman sighed deeply and put his head in his hands as he sat at a desk

"Problems Norman?" Norman turned around to see a dark skinned, pot bellied man wearing some goggles on his forehead, revealing his blue eyes. His smooth black hair slightly messy and his thick eyebrows narrowed in concern

"Fisk." Norman grunted in reply. The man nodded in understanding. The two stood in silence while Stromm bustled around behind them.

"It's ready" Stromm gasped at Norman

"Good. Get ready Otto" Norman jumped from his chair and walked into a nearby room while Otto walked over to a large harness suspended from the ceiling. Norman walked out a few minutes later wearing a skin tight white suit

"Are you sure about this Norman?" Otto interrupted "I saw the test results, this might not work the way you want it to"

"All I want now is enough power to get Fisk. If my mind, my intelligence, must be sacrificed, then so be it" Norman stepped into the glass chamber and the door slid shut.

Otto sighed as four arms appeared from behind him, attached to his harness. He put them through holes in the glass chamber that were obviously specialised so the arms would fit tightly into them. The arms picked up the various chemicals that were in the chamber and started mixing them together while Norman sat down in a metal chair. Metal bands appeared around his arms and legs, strapping him to the chair as Otto grabbed the canister that was delivered by the Hobgoblin. He looked at Norman, who nodded, then Otto opened the canister, and the gas merged with the vapours coming from it.

The gas floated around aimlessly; eventually it started getting closer and closer to Norman, and as he took a deep breath, the gas shot into his mouth. For a while all expression went from Norman's face. Then a scared looking face started shouting, although whatever he said couldn't be heard through the glass. Then his face changed. He looked hungry and vengeful, but he appeared to be laughing. Otto was getting worried

"Norman? Norman!" he moved one of the arms violently, smashing the glass apart. Norman smiled at Otto, and spoke in a hysterical voice

"He told you earlier didn't he. He didn't care what price he had to pay! His mind, his intelligence…" Norman grinned, baring his teeth "His sanity. But he made the sacrifice, and both of us are more powerful because of it!" Norman ripped out of the metal chair and leaped across the room, landing on a wall "Interesting…" he looked himself up and down as he stuck to the wall perfectly and started walking along it "Now how does this work?" he wondered as he started cart wheeling across the wall while Otto and Stromm stared. Suddenly Norman fired a spark from his hand "Oh I get it now!" he shouted gleefully "It's major static electricity! Coolio!"

He started giggling to himself as he dropped from the wall and landed by a table, on the table was a bag filled with pumpkin shaped bombs, and a green and purple suit "What the hell is this?" he exclaimed as he examined the suit, picking up a mask topped with a purple hat "Lame is what it is!" he threw the suit on the ground "And pumpkins? What is that all about? Still might as well use 'em, since they're here, someone probably worked their whole life making this crap, I'd better put it to good use" he looked menacingly at Otto "Don't you agree?" he tossed the bag at Otto, who tried to dive out of the way but got caught in the back, the impact of the bombs hitting his harness. Otto lay on the floor. Not moving.

"What did you do?!" Stromm shrieked at Norman, who started giggling again

"Oh lighten up!" Norman laughed as he shot Stromm with an electric blast, paralyzing him. Then walked up to him and grabbed him by the scruff of his neck "Now let me demonstrate another one of my useful talents" he flicked his hand and Stromm was sent flying across the room, making a large dent in the wall. Norman leaped over to him, performing several back flips and twirls in the air before landing in front of Stromm "You have no idea how cool that feels!" Norman laughed

"You're not Norman" Stromm croaked

"No. I'm not Norman." he sounded serious and his eyes were narrowed "Norman is gone. He went away when I was born. There's only room for one mind in this body, and considering I am way cooler, I win! There is no more Norman! Now there is only… hmm… what do you think would be a cool name? Deathmaster? The Anti-Norman? Supershock? Evil Weasel? Come on you gotta have some ideas"

"The costume was based on a goblin…" Stromm coughed

"And the costume sucks worse than a donkey's crapola hola! Still I guess I could go with the Goblin…" he looked at the costume on the floor "I do like the green, really brings out my eyes... the Green Goblin! Yeah, the Green Goblin, that sounds cool! Way better than Evil Weasel, who the hell came up with that?"

"You did" Stromm replied weakly

"Oh yeah. Well what can I say? I'm a little bit crazy! I think… Hold on, let me check…" he punched Stromm in the face; shattering his skull in half "Yep, I'm crazy alright" he smiled to himself. He looked around the lab and spotted a floating metal bat "A bat? Who designed this stuff?! Still it floats, I can't float, but the bat stuff has to go, better redesign the whole thing, what do you think Stromm?" he asked, looking at Stromm's ripped face "Yo Stromm! Hello!" he shook his head and turned away "Typical, Some people are so rude!" he blasted the glider with electricity, melting the outer frame and reshaping it

* * *

Peter shook his head and woke up. He looked around the lab to see that it was a mess, the tanks were smashed and Doctor Connors and Mack were unconscious. He couldn't remember much… there was gas… green gas… and the spider bit him… then he collapsed… Ben got bit too! Peter looked around the room but couldn't see Ben anywhere, he ran to Doctor Connors and shook his shoulder "Doctor Connors, what…" Peter began, but felt a strange sensation in his right hand. He looked down at it, and pulled it away from Doctor Connors' lab coat. His hand seemed to stick to it, and it took a lot of effort to remove it. Puzzled, he leant against the wall. The strange sensation in his hand came again, and Peter, almost by instinct, placed his second hand on the wall. He jumped, and found himself suspended in the air by his palms "Holy…"

"Pete!" a voice came from behind him, Peter turned around to see Ben was walking upside down on the ceiling, grinning from ear to ear "Is this cool or what?" Peter stared in awe, still hanging on the wall by his fingertips, as Ben back flipped onto the ground again. Peter looked up at the wall, and placed his feet on it. He started crawling up the wall, until he was on the ceiling, the look of half fear; half amazement had gone from his face, to be replaced by a look of pure excitement

"So what else do you think we can do?" he grinned back at Ben

* * *

A few minutes later, Ben and Peter were standing on the roof of ESU, they had managed to jump most of the way up, as they had discovered they could leap amazing distances. However they had also discovered that they both had one power that the other did not. When Peter was about to jump out of the window, a strange ringing noise filled his head, warning him about a piece of glass pointing out at him. Ben couldn't do this, and scratched himself on one of the broken tanks. However Ben seemed to be able to shoot webs from his hands, learning this when he realised he was leaving silvery webs on the walls he climbed on. They both leaped off the roof of the building, did some acrobatic spins and landed in the parking lot, Ben ran excitedly over to a car and grabbed it

"And we have super strength!" Ben exclaimed proudly as he lifted it above his head, he then threw it to Peter, who caught it at the exact right moment thanks to the ringing in his head

"Hey Ben" Peter was serious for a moment as he put the car down

"Yeah?"

"If we got all these powers, what's to say no-one else did. It was obviously that green gas that did it, and it looks like it spread around the whole city"

"Hmm…" Ben scratched his chin "You got a point, I swear I saw something weird on Mack's back, but what with being able to walk up walls all of a sudden, I was kinda distracted"

"You should go check on him" Peter replied as he looked around and Ben shot out a web from a small dent in his wrist by pressing his fingers to his palm, and swung back into the lab. The gas seemed to have caused quite a bit of damage, car windows were smashed and streetlamps were malfunctioning. He thought he saw some fighting in the distance, but he heard loud noises behind him, and turned around to see Ben soaring out of a hole in the wall, grab onto a lamppost, spin around and fly back inside.

Peter ran towards the building to investigate, but stopped again as Ben smashed through the wall again, this time accompanied by Mack. Who had a tail. Peter stared in shock at the massive pointed tail protruding from the bottom of Mack's spine, which he recognised as that of a scorpion, with a huge curved spike on the tip. Mack plunged his tail into the wall, stopping his fall and causing Ben to let go and crash to the ground. He looked in Peter's direction

"Hey! If it isn't Peter Parker! I got this crazy tail, super strength and…" he clung to the wall and started crawling along it just as Ben and Peter had both done earlier "… I can climb on walls" he narrowed his eyes "Let's see what you can do" and with incredible speed, Mack leapt from the wall and swung his tail wildly at Peter. The ringing noise filled his head as time seemed to slow down, and Peter instinctively grabbed the tail, swinging Mack around and finally throwing him through the wall

"I can do that" Peter shrugged as Mack emerged from the rubble with barely a scratch and charged at him, Peter felt the ringing in his head again and back flipped, kicking Mack in the jaw and knocking him to the ground "Let me save you some time Mack, anything you can do, I can do better!" Peter leaped into the air as Mack swung his tail again, landing on a lamppost with one hand "Plus I don't have a freaky tail sticking outta my butt, how do you go to the bathroom?" Peter asked curiously as Mack got up and started yelling swear words at him "Oh and you're gonna have to break up with your boyfriend too, you can't have much fun together with the tail in the way" Peter didn't know why he was cracking jokes and making fun of a guy who could easily kill him, but he was enjoying seeing Mack so frustrated and angry. Mack stopped swearing and slashed at the lamppost with his tail, as Peter pushed himself off and span around in mid air before plummeting to the ground, feet outstretched and kicking Mack in the face. But he had gotten too close, and Mack wrapped his tail around Peter's chest

"Scorpions are better than spiders jackass" Mack grinned as he started to crush Peter with his tail. Peter looked behind Mack and smiled, Mack looked at him confused "What're you looking at dork?" but he got his answer as a web attached itself to the back of his head and he was pulled into the air by Ben, who had crawled on top of the building. Peter took advantage of this and slipped out of the tail's grip, he did another flip and kicked Mack again, sending him swinging into the wall and causing him to smack his head on it. Ben dropped the web line and Mack fell to the ground unconscious.

"Well, that went pretty well" Ben grinned as he dropped down to the ground "Oh and Doctor Connors is fine, and he didn't wake up even when me and Mack were tearing the place apart"

"Got any ideas why Mack was so… coo-coo?" Peter asked as he nudged Mack with his foot

"No clue, some people are just nuts" Ben replied

"Hey Ben…" Peter had decided to say something that had been in his head since he first found out he had powers "You know that we've got these powers now right? Well there are some people in this city who already have powers. The Liberty Legion… why don't we do what they do?" he paused, looking at Ben's expression "Be superheroes" he added. Ben smiled

"Yeah… why not? But we'll need costumes, and something to help you get around fast like I can, how about we…" Peter listened to Ben talking for a few minutes; obviously he had given this a lot more thought than Peter had. In fact it seemed like Ben had been waiting for this day his whole life.

* * *

And it became extremely obvious that Ben had been planning for something like this for a long time when they arrived at Ben's house

"You made a costume?" Peter asked in disbelief, not knowing whether to laugh or not. Peter looked at the costume, it was pretty simple, just a scarlet jumpsuit with nothing on it. There was a mask too, which was the same red colour as the suit, with holes for the eyes. Ben was sitting at his desk, cutting out a card template. He finished and grabbed the suit and a can of spray paint. He started spraying on the black paint, and when he was done there was a large black spider on the front and the back, their long legs stretching around the sides

"You'll need a costume too" Ben said finally

"Great, when I get home I'll just get my sewing machine out from under the bed and make one" Peter said sarcastically "Do you think I should use pink?"

"You're just jealous of my costume" Ben said proudly

"You didn't' make that yourself did you?" Peter raised an eyebrow

"Ok so I just made the mask" Ben muttered

"Well that explains the holes" Peter sniggered as he looked at the poorly cut eye holes

"Well I'm going to go swing around with my new costume" Ben walked into the bathroom with the suit "Call me when you've got a costume"

"Sure, see in a couple of years" Peter sighed as he walked out of the door

* * *

When Peter got home the house was empty, he found a note saying that Aunt May was out, and he knew Uncle Ben would still be driving his cab. But Peter didn't really pay attention to the note, ever since he saw Ben swinging around on webs he had been thinking. He ran up the stairs, and jumped onto the ceiling, crawling to the attic door and opening it. The attic was rather large, but the amount of junk in it made it look smaller, Peter navigated his way around, until he found cardboard box with "Science Projects" written on it with a black marker. He picked it up and rummaged around until he pulled out a large tub of white substance and a piece of paper with a formula on it. This was the "Super sticky" paste he and Ben had made together the year they met. And the formula was intact, so he could easily make more, since most of the main ingredients were household things like vinegar or shampoo.

Next he needed something of his dad's. He jumped down the ladder to the attic and ran into his room; he dived under his bed and grabbed a box. He got up and placed it on his bed. The box was black and polished, it had a lock on it and carved on top, in slanted curved writing was "Richard and Mary Parker". Peter took out his keys and unlocked the box. On top of all the things in the box was a picture of his parents.

His father, Richard, had smooth black hair and vibrant blue eyes with horn rimmed glasses, he was grinning broadly, revealing his large white teeth, Mary, his mother had bushy brown hair and brown eyes, with a sweet, gentle smile. And sitting between them was a small baby with five brown hairs on his head, holding his father's hand and laughing. Peter stared at the picture for several minutes, before putting it down on the bed and looking through the box some more. There were a few more pictures, including a photo of their wedding day, which also pictured a young Uncle Ben, who had his arm over Richard's shoulder, and Aunt May, who was smiling next to him. There was a newspaper clipping of his father, describing his scientific work and progress at Stark Enterprises.

After sorting through all the pictures Peter got to the bottom of the box, which had a few of his father's inventions in it. That was what he was looking for. He pulled out two metallic devices; they seemed to be bracelets with strange things poking out of them. These were the grappling devices his father had created while working for Stark Enterprises. They were too dangerous for ordinary people to use, and could easily snap off someone's arm. But Peter had super strength now, and could easily hold up his own weight. He took a screwdriver from his desk and started to tinker with the device, removing a compartment where the rope would go and modifying it.

After about an hour he was done. The devices were now shiny and polished; they fit comfortably around Peter's wrists and had a lever pointing out onto his palm. Finally he put some of paste in the new compartment and aimed it at the wall. Pressing down with his middle and ring finger, he fired it and a long stringy substance fired out, attaching to the wall. Peter pulled on it and it wouldn't budge, he let go of the substance and grinned. It worked just as well as Ben's webs.

Now all he needed was a costume, which would be much harder to make than it was perfecting his… web shooters. That was a good name, Peter thought proudly to himself as he walked to his wardrobe, perhaps there would be something inside he could modify. As he opened it his mouth fell open. Right in front of him were three identical costumes. They were red and blue, with intricate black webbing designs all over them. There were gloves and boots, both with the black webbing on, and on the chest there was a great black spider. He grabbed the one in the middle and turned it around to see the back, which was blue with a red spider on it. There was a note written on it too. He pulled of the label and read it "From one hero to another. Use the power, and accept the responsibility"

There was no signature or anything, Peter had no idea who had made these wonderful suits for him, but they must have seen him fighting Mack. And it seemed that the person in question was also a superhero. Peter took two of the costumes and stuffed them in his parent's black box. Then put on the remaining costume. It fit him perfectly, and felt more comfortable than anything he'd ever worn. Then Peter's heart jumped as he saw what was on the floor of his wardrobe. Three matching masks. Each with the webbing designs and two great white eyes with black outlines. He put two in the box, took off his glasses and pulled the third over his head. He could see perfectly! Whoever made the mask must have been a genius; they had managed to make it so the eye pieces acted as glasses, although they were made of a soft fabric. Peter also realised that the material was completely transparent from the inside, so it looked like there were just two holes in the mask. He examined the wrists and discovered that there were two little slits where the webs could fire out of. Forgetting about the mysterious person who knew so much about him, Peter was filled with excitement. He opened his windows and stepped back to the other side of the room. He took a deep breath and ran at the window, he leapt out and fired a web at the nearest building, letting out a yell of excitement

"WOO HOOOO!!!"

**Next Chapter: "The Amazing Spiderman"**


End file.
